DOCSLIB.ORG

Bmo Life Assurance Company

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Bmo Life Assurance Company BMO LIFE ASSURANCE COMPANY NOTICE OF ANNUAL MEETING OF THE SHAREHOLDER AND PARTICIPATING POLICYHOLDERS AND MANAGEMENT PROXY CIRCULAR Annual Meeting to be held on April 23, 2020 TABLE OF CONTENTS Page NOTICE OF ANNUAL MEETING OF THE SHAREHOLDER AND PARTICIPATING POLICYHOLDERS .................................................................................................................................................... 1 MANAGEMENT PROXY CIRCULAR ..................................................................................................................... 2 GENERAL PROXY INFORMATION ....................................................................................................................... 3 Solicitation of Proxies ................................................................................................................................................. 3 Appointment of Proxies ............................................................................................................................................... 3 Revocation of Proxies .................................................................................................................................................. 3 Voting of Proxies ......................................................................................................................................................... 3 Outstanding Voting Shares and Policies ...................................................................................................................... 4 Principal Holder of Voting Shares ............................................................................................................................... 4 ELECTION OF DIRECTORS .................................................................................................................................... 4 APPOINTMENT OF AUDITORS ............................................................................................................................ 10 CORPORATE GOVERNANCE ............................................................................................................................... 10 DIRECTORS’ APPROVAL ...................................................................................................................................... 10 EXHIBIT “I” FINANCIAL STATEMENTS ............................................................................................................ 11 BMO LIFE ASSURANCE COMPANY NOTICE OF ANNUAL MEETING OF THE SHAREHOLDER AND PARTICIPATING POLICYHOLDERS NOTICE IS HEREBY GIVEN that the annual meeting (the “Meeting”) of the shareholder (the “Shareholder”) and participating policyholders (“Policyholders”) of BMO Life Assurance Company (the “Company”) will be held at 2:00 p.m. at 6th Floor, 60 Yonge Street, Toronto, Ontario on Thursday, April 23, 2020, for the following purposes: (i) to receive the Annual Report and Financial Statements for the year ended October 31, 2019, and the reports of the auditors and the appointed actuary thereon; (ii) to elect directors, with three directors being elected by Policyholders and the remaining six directors being elected by the Shareholder; (iii) to appoint KPMG LLP, Chartered Accountants, as the auditors of the Company; and (iv) to transact such further or other business as may properly come before the Meeting or any adjournment thereof. Policyholders of the Company at the close of business on March 16, 2020 are entitled to notice of the Meeting. DATED at Toronto, Ontario this 24th day of March, 2020. By Order of the Board, Penelope Muradya Corporate Secretary Policyholders who are unable to attend the Meeting in person are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment thereof. In order to be valid, the enclosed form of proxy must be delivered, in original form (in the return envelope), or by fax at 416-867-6793, so as to reach or be deposited with the President and Chief Executive Officer of the Company at 60 Yonge Street, Toronto, Ontario, M5E 1H5 not later than 10:00 a.m. (Toronto time) on April 22, 2020, or with the Chair or Secretary of the Meeting at any time prior to the commencement of the Meeting, or if adjourned, before any reconvening thereof. 1 12762564.2 BMO LIFE ASSURANCE COMPANY (the “Company”) MANAGEMENT PROXY CIRCULAR This Management Proxy Circular (the “Circular”) is being furnished in connection with the solicitation of proxies by management of the Company for use at the annual meeting (the “Meeting”) of the shareholder (the “Shareholder”) and participating policyholders (“Policyholders”) of the Company to be held at 2:00 p.m. at 6th Floor, 60 Yonge Street, Toronto, Ontario on Thursday, April 23, 2020, and at any adjournment thereof. The Annual Report and Financial Statements of the Company for the year ended October 31, 2019, together with the reports of the auditors and the appointed actuary thereon are attached hereto as Exhibit “I” and will be placed before the Shareholder and the Policyholders at the Meeting. At the Meeting, the Shareholder and the Policyholders will also be asked to elect directors and appoint the auditors of the Company, and to transact such further or other business as may properly come before the Meeting or any adjournment thereof. It is anticipated that this Circular and the accompanying form of proxy will be distributed to Policyholders on or about March 24, 2020. Unless otherwise indicated, information in this Circular is given as at March 24, 2020. All information in this Circular relating to the Company has been supplied by management of the Company. No person is authorized to give any information or to make any representation not contained in this Circular and, if given or made, such information or representation should not be relied upon as having been authorized. This Circular does not constitute the solicitation of a proxy by any person in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such solicitation. The delivery of this Circular shall not, under any circumstances, create an implication that there has been no change in the information set forth herein since the date of this Circular. The date of this Circular is March 24, 2020. 2 12762564.2 GENERAL PROXY INFORMATION Solicitation of Proxies The information contained in this Circular is furnished in connection with the solicitation of proxies to be used at the Meeting. It is expected that the solicitation of proxies for the Meeting will be made primarily by mail, but proxies may also be solicited personally by officers or regular employees of the Company in respect of the Meeting. The solicitation of proxies by this Circular is being made by or on behalf of management of the Company and the Company will bear the costs in respect of the solicitation of proxies for the Meeting. Appointment of Proxies Enclosed with this Circular being sent to Policyholders is a form of proxy. The persons designated in the enclosed form of proxy are directors and or officers of the Company. Each Policyholder has the right to appoint some other person (who need not be a Policyholder of the Company) to attend, vote and act on behalf of the Policyholder at the Meeting. This right may be exercised by inserting the person’s name in the blank space provided in the enclosed form of proxy or by completing another instrument of proxy. The instrument appointing a new proxy must be in writing and must be signed by the Policyholder or such Policyholder’s attorney duly authorized in writing. In order to be valid, executed proxies must be delivered, in original form (in the return envelope), or by fax at 416-867-6793, so as to reach or be deposited with the President and Chief Executive Officer of the Company at 60 Yonge Street, Toronto, Ontario, M5E 1H5 not later than 10:00 a.m. (Toronto time) on April 22, 2020, or with the Chair or Secretary of the Meeting at any time prior to the commencement of the Meeting, or if adjourned, before any reconvening thereof. Revocation of Proxies A Policyholder who has given a proxy may revoke the proxy (a) by completing and signing a proxy bearing a later date and depositing it as aforesaid; or (b) by depositing an instrument in writing executed by the Policyholder or his or her attorney duly authorized in writing or, if the Policyholder is a corporation by an officer or attorney thereof duly authorized in writing (i) at the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, or (ii) with the Chair or Secretary of the Meeting prior to the commencement of the Meeting on the day of the Meeting or any adjournment thereof; or (c) in any other manner permitted by law. Voting of Proxies The person designated in the enclosed form of proxy will vote the voting entitlement of the Policyholder in respect of which such person is appointed proxy in accordance with the instructions of the Policyholder as indicated on the proxy and, if the Policyholder specifies a choice with respect to any matter to be acted upon, such voting entitlement will be voted accordingly. In the absence of such direction, the voting entitlement will be voted (a) for the election of management’s nominees for directors, and (b) for the appointment of KPMG LLP as auditors, all as outlined in this Circular, and (c) at the discretion
Load more

Recommended publications
  • Stephen Kimber's History of the Internet In
    Kimber A Brief Shining Moment A Brief Shining Moment The History of the Internet in Nova Scotia By Stephen Kimber Stephen Kimber 2542 Elm Street Halifax, Nova Scotia B3L 2Y4 (902) 422-6884 Email: [email protected] 1 Kimber A Brief Shining Moment Prologue Mike Martineau is sitting in his office in Ottawa. I’m in my basement in Halifax. It’s late September 2011 and we’re talking face-to-face this afternoon, thanks to the magic of the Internet and our video-camera equipped computers. In 2011, of course, this is no big deal; it’s so commonplace, in fact, it has its own name— Skyping. But back in the late 1980s and early 1990s—which is the era Martineau and I are reminiscing about today—there was no such verb as “to Skype.” Or to Google, Facebook, or tweet. While it is more than just a stretch to suggest we do all those things today because of a fortuitous collision of people, events, ideas, circumstances and coincidences that came together back in Nova Scotia at that time, it is far from immodest or unreasonable to note that, for one brief, shining moment, Nova Scotia really was one of the centres of the fledgling Internet universe. “At one point,” Martineau recalls proudly, “Nova Scotia had the highest use of the Internet on a per capita basis in the world. We knew in our hearts we were doing something that was fundamentally game changing. This was going to change the world.” The world did change. And Nova Scotia did play its small part in changing it.
    [Show full text]
  • Choosing a Maritime Lifestyle
    The Alumni Magazine Dalhousievol.21 no.3 winter 2005 Balancing work and family Healthy choices for kids Choosing a Canada Post Publications Mail Agreement No. 40065040 Return undeliverable Canadian addresses to: Maritime lifestyle Alumni Office Dalhousie University Halifax NS B3H 3J5 Treating chronic pain in children. Tracking climate change. Uncovering renewable energy sources. Attracting over $93 million in annual research funding, Dalhousie research generates jobs, stimulates our economy, improves our lives and communities. www.dal.ca The Alumni On the Inside DalhousieMagazine vol. 21 no. 3 vol. winter18 no. 2005 1 spring 2001 Photo: Abriel Photo: 28 Ah! Venice Cover Story Features Departments 8 12 Choosing a Maritime lifestyle Go outside and play 2 Editor’s Message Staying focused on a future in the Mar- Children from Atlantic itimes, Bill Black (BA, BSc’70) believes that Canada are considered 3 Upfront on Campus success comes from putting people and val- at high risk of being ues first. That is a philosophy that, one overweight. The School 20 Dalumni would hope, would position him well as he Muir Photo: of Health and Human looks to a future in public office. One of the Performance is dedicat- 22 Class Notes newest members of Dalhousie’s Board of ed to enhancing the Governors explains the qualities that make health and well-being of the community. Dr. 32 At Last an organization shine in a community. Phil Campagna shares his insights on the By Jim Vibert (BA ’77) health of Nova Scotia’s children and youth ... and some strategies for the rest of us, too.
    [Show full text]
  • A New Paradigm for Paying the Piper: Access, Control and Commercialization at Halifax Universities
    A New Paradigm for Paying the Piper: Access, Control and Commercialization at Halifax Universities By Chris Arsenault A Nova Scotia Public Research Interest Group (NSPIRG) publication IBSN # 978-0-9695326-3-7 • A New Paradigm for Paying the Piper: Access, Control and Corporatization at Halifax Universities • NSPIRG • A New Paradigm for Paying the Piper: Access, Control and Corporatization at Halifax Universities • NSPIRG A New Paradigm for Paying the Piper: Access, Control and Commercialization at Halifax Universities Table of Contents Introduction ....................................................................................................................... 5 The Board ........................................................................................................................... 7 Access or Control?............................................................................................................ 14 The Formal Beginnings of Recent Canadian Commercialization............................. 14 Spring Board and Early Stage Development: Nova Scotia Jumps Aboard.............. 16 The Problems of Commercialization: A Few Case Studies Sick Kids Hospital, the University of Toronto and Dr. Nancy Oliveri......... 20 Brewing Discontent: Prof Speaks Out Against Beer Industry Lobbying..... 21 Running a-muck: Corporate-Athletics Exclusivity Deals................................. 22 Exclusive Dining Arrangements: Very Dangerous Precedents....................... 24 SDF Funds: Is the Department of National Defense Paying Dal
    [Show full text]
  • 2005-2006 Annual Report/Rapport Annuel
    Table of Contents Table des matières In Memoriam 4 The People Behind AIMS 2005-2006 L’équipe de l’AIMS 2005-2006 5 Message from the Chairman Rapport du président du conseil d’administration 7 President’s Message Rapport du président 9 Papers and Publications Mémoires, rapports et publications 17 AIMS Events Activités de l’AIMS 21 Selected Talks and Speeches: AIMS as Invited Guest Causeries et conférences de l’AIMS 22 Selected AIMS Published Commentary Commentaires publiés de l’AIMS 24 AIMS in the Media L’AIMS dans les médias 27 AIMS on the Web L’AIMS sur le Web 31 AIMS Recognition Mentions de l’AIMS 32 Auditor’s Report Rapport des vérificateurs 33 Financial Position 2005 Situation financière 2005 35 AIMS Patrons 1995-2006 Les donateurs de l’AIMS 1995 jusqu’à present 37 Atlantic Institute for Market Studies 3 Annual Report 2005-2006 In Memoriam J.W.E. Mingo 1926 - 2005 It is with extreme sadness the Atlantic Institute for Market Studies (AIMS) marks the death of J.W.E. (Bill) Mingo, a valuable member of our Board of Directors. Bill played a key role in the founding of AIMS, leading up to the Institute’s launch in early 1995, and was one of the first members of the Board. He along with George Cooper and Brian Lee Crowley recognized the vacuum in public policy discussion in Atlantic Canada and strove to fill it. Bill watched over AIMS through its first decade of work which included four Sir Antony Fisher International Memorial Awards for innovative projects and its most recent Templeton Freedom Award for Institute Excellence.
    [Show full text]
  • October 2005
    OCTOBER 2005 VOLUME 2 ISSUE 2 DISCOVER, SHARE, TRANSFORM When Bigger Isn’t Better: The Competitive Strategic Advantage of Small Firms Building Brands One Customer at a Time Does Your HR Strategy Need a Tune-up? sobey.smu.ca/workplacereview DISCOVER, SHARE, TRANSFORM October 2005 contents 03 LETTER FROM THE EDITOR FEATURE 04 When Bigger Isn’t Better: The Competitive Strategic Advantage of Small Firms 11 MYTHS IN MANAGEMENT DERIVATIVES: RISK MANAGEMENT TOOL OR FINANCIAL HAZARD? WORKPLACE BENCHMARKS 14 Critical ‘Human’ Success Factors for Purchasing Commercial Off the Shelf Software (COTS) 19 REVIEWING WHAT’S HOT; WHAT’S NOT REVIEW OF HARRY BRUCE’S BOOK: ”NEVER CONTENT“ REPORTS & RETURNS 22 Does your Human Resource Strategy Need a Tune-up? THE WORKPLACE REVIEW OCTOBER 2005 01 DISCOVER, SHARE, TRANSFORM October 2005 contents DEVELOPMENTS IN BUSINESS EDUCATION 29 Where is the Co-operative Economy, and Why Does it Need Education Programs? 34 TECHNOLOGY NOTES TECH CHOICES OF SMALL BUSINESS: EXAMINING THE ROLE OF TECHNOLOGY IN NOVA SCOTIA’S SMALL BUSINESSES. FEATURE 38 Building Brands One Customer at a Time. 50 inSights DISCUSSION WITH THE ACTING SOBEY SCHOOL OF BUSINESS DEAN 02 THE WORKPLACE REVIEW OCTOBER 2005 Letter from the Editor BY ALBERT J. MILLS Welcome to the third issue of the Workplace Review. In this issue we focus on strategy. Simply put, strategy is about developing a consistent plan of action for the company, based on an assessment of its strengths, weaknesses, opportunities and threats. All companies have a strategy but it is not always a conscious one. Some companies create a strategy by going through the motions so often that it becomes the firm’s strategy, whether they like it or not.
    [Show full text]